EX-99.(C).(7) 6 d476164dex99c7.htm EX-99.(C).(7) EX-99.(c).(7)
-
CONFIDENTIAL -
December 16, 2012
Special Committee of the Board of Directors of Collie
Exhibit (c)(7)
Project Canine
Confidential Discussion Materials for the


1
-
CONFIDENTIAL -
Disclaimer
This
presentation
has
been
prepared
by
Centerview
Partners
LLC
(
“Centerview”)
for
use
solely
by
the
Special
Committee
of
the
Board
of
Directors (the “Special Committee”) of Collie (the “Company”) and the Audit Committee of the Board of Directors of the Company (the
“Audit Committee”) in connection with its evaluation of the proposed transaction and the Company’s strategic alternatives and for no
other purpose. The information contained herein is based upon information supplied by the Company and publicly-available information,
and
portions of the information contained herein may be based upon statements, estimates and forecasts provided by the Company. We
have relied upon the accuracy and completeness of the foregoing information, and have not assumed any responsibility for any independent
verification of such information or for any independent evaluation or appraisal of any of the assets or liabilities (contingent or otherwise) of
the Company or any other entity, or concerning solvency or fair value of the Company, its assets or any other entity. With respect to
financial forecasts, we have assumed that such forecasts have been reasonably prepared on bases reflecting the best currently
available
estimates
and
judgments
of
the
management
of
the
Company
as
to
the
future
financial
performance
of
the
Company,
and
at
your
direction
we
have
relied
upon
such
forecasts,
as
provided
by
the
Company’s
management,
with
respect
to
the
Company
and
Shepherd.
We assume no responsibility for and express no view as to such  forecasts or the assumptions on which they are based. The information set
forth herein is based upon economic, monetary, market and other conditions as in effect on, and the information made available to us as of,
the date hereof, unless indicated otherwise.
The financial analysis in this presentation is complex and is not necessarily susceptible to a partial analysis or summary description. In
performing this financial analysis, Centerview has considered the results of its analysis as a whole and did not necessarily attribute a
particular weight to any particular portion of the analysis considered. Furthermore, selecting any portion of Centerview's analysis, without
considering the analysis as a whole, would create an incomplete view of the process underlying its financial analysis. Centerview may have
deemed various assumptions more or less probable than other assumptions, so the reference ranges resulting from any particular portion of
the analysis described above should not be taken to be Centerview’s view of the actual value of the Company.
These
materials
and
the
information
contained
herein
are
confidential,
were
not
prepared
with
a
view
toward
public
disclosure,
and
may
not
be
disclosed
publicly
or
made
available
to
third
parties
without
the
prior
written
consent
of
Centerview.
These
materials
and
any
other
advice, written or oral, rendered by Centerview is intended solely for the benefit and use of the Special Committee and the Audit
Committee
(in
their
capacity
as
such)
in
their
consideration
of
the
proposed
transaction,
and
are
not
for
the
benefit
of,
and
do
not
convey
any rights or remedies for any holder of securities of the Company or any other person. Centerview will not be responsible for and has not
provided any tax, accounting, actuarial, legal or other specialist advice. This presentation is not a fairness opinion, recommendation,
valuation or opinion of any kind, and is necessarily incomplete and should be viewed solely in conjunction with the oral presentation
provided by Centerview.


2
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CONFIDENTIAL -
Overview of Shepherd Proposal
Consideration
Conditions to
Sign -
General
$2.97/share in cash for 100% of equity interests it does not already own
Approval of Collie and Shepherd Boards of Directors
Approval of St. Bernard
Structure
Reverse triangular merger
Conditions to
Sign -
SIGs
Significant
Conditions to
Close
Termination /
Termination
Payment(s)
Board can change its recommendation if required to do so pursuant to its fiduciary duties, subject to (i) no fiduciary
termination right and (ii) force-the-vote provision
If merger agreement is terminated because (i) the Shepherd/St. Bernard transaction is terminated (other than for a
replacement
transaction)
or
(ii)
the
outside
date
is
reached
and
the
Shepherd/St.
Bernard
transaction
has
not
closed
and
Collie is not in breach of its reps or covenants, Shepherd must (a) make a $100mm prepayment against accelerated
network buildout
(1)
and (b) forgive $120mm of interim financing
(1)
Prepayment payable in January 2014 assuming network milestones have been satisfied.
$21mm basket for retention payments to non-management employees
Other
Key Terms –
Merger Agreement
Collie shareholder vote
Closing of Shepherd/St. Bernard transaction (or closing of a replacement transaction)
No MAE on Collie
Regulatory approval (Shepherd required actions limited to actions that would not have an MAE measured against Collie)
and other standard closing conditions
Voting agreements in favor of the transaction
Equityholders’
Agreement
terminated
at
closing
SIG put right to Shepherd at deal price (pursuant to RoFO) if Collie shareholders do not approve merger


3
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CONFIDENTIAL -
Overview of Shepherd Proposal
Availabilities
Amount / Coupon
/ Other
Conversion
(1)
Collie
shareholder
vote
will
be
required
to
issue
shares
beyond
(i)
Nasdaq
20%
rule
and
(ii)
current
authorized
shares
of
360mm.
Vote
on
share
issuance and vote
on
merger
will
be cross-contingent
.
Key Terms –
Interim Financing
Up to $800mm
1.00% Senior Exchangeable Notes
Due 2018
NCL
$1.50/share
(principal
subject
to
adjustment
see
below)
Convertible at Collie’s option if merger agreement is terminated because the Shepherd/St. Bernard transaction does not
close
Otherwise always convertible at Shepherd’s option
$80mm per month, subject to caps on principal at:
$400mm if shareholders have not approved issuance of additional shares
(1)
$560mm if network milestones are not mutually-agreed within 45 days
Forgiveness of
Principal
Shepherd
will
forgive
$120mm
of
principal
if
merger
agreement
is
terminated
because
(i)
the
Shepherd/St.
Bernard
is
terminated (other than for a replacement transaction) or (ii) the outside date is reached and the Shepherd/St. Bernard
transaction has not closed and Collie is not in breach of its reps or covenants


4
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CONFIDENTIAL -
Overview of Shepherd Proposal
Source:
Collie management, Company filings and FactSet, as of December 14, 2012.
Note:
U.S. dollars in millions, except per MHz-pop and per share amounts.  Date ranges reflect calendar ranges.
(1)
Based on fully-diluted shares outstanding.
(2)
Based
on
projected
December
31,
2012
net
debt
balance
of
$5.5bn,
including
$1.8bn
NPV
of
spectrum
leases.
(3)
Based on 47.0bn MHz-pops.
(4)
Based on closing prices prior to December 11, 2012 “leak.”
Key Financial Statistics
(4)
(4)
Day Prior to
Shepherd /
Prelim.
St. Bernard
Proposal
"Leak"
Current
Proposal
Price
$1.30
$2.12
$2.40
$3.37
$2.97
Date
10/10/12
11/20/12
12/10/12
12/14/12
Aggregate Equity Value
(1)
$1,942
$3,168
$3,587
$5,039
$4,440
Aggregate Enterprise Value
(2)
7,400
8,625
9,044
10,496
9,897
EV / MHz-pop
(3)
$0.157
$0.184
$0.192
$0.223
$0.211
Transaction Highlights
Increase vs. Preliminary Proposal
$280 / 14.2%
Value of Non-Shepherd Equity
2,245
Premia
vs. Spot Prices
Current ($3.37)
(11.9%)
52-Wk. High ($2.69)
10.4%
1-Day Prior to "Leak" ($2.40)
23.8%
1-Day Prior to Preliminary Proposal ($2.12)
40.1%
1-Day Prior to Shepherd Acknolwedgement of St. Bernard Discussions
($1.30)
128.5%
52-Wk. Low ($0.90)
230.0%
vs. Trading Averages
(4)
4-Weeks ($2.27)
30.8%
3-Mos. ($1.93)
54.1%
6-Mos. ($1.63)
82.7%


5
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CONFIDENTIAL -
Overview of Valuation Methodologies Employed
Comments
Observations
Historical
Trading
Ranges
Reflects Collie trading levels both before and since the
announcement of the Shepherd/St. Bernard transaction
$0.90 -
$2.69
Closed 12/11/12 at $2.68
See page 7
Precedent
Transactions
All cash transactions
Minority squeeze-outs
Each transaction is situation-specific
Median of both cash transactions overall and minority
squeeze-outs is in the ~30%-40% range
See pages 10-11
Analyst Price
Targets
Wide range of expectations and assumptions
Generally based on per-MHz-pop valuations and DCF
$2.00 -
$4.00
See page 8
Precedent
Spectrum
Acquisitions
Recent strategic acquisitions of material spectrum blocks
Based on transactions involving MSS, WCS and
2.5GHz spectrum bands
Each transaction is situation-specific with valuations
affected by a number of factors
Most-similar spectrum has traded in the range of $0.18 -
$0.26
(2)
/ MHz-pop
See page 9
Discounted
Cash Flow
Analysis
Illustrative intrinsic value based on projected FCF
Based on two Management cases, one assuming
additional wholesale customer(s) and another
assuming Shepherd remains only customer
DCF less significant to analysis given (i) Management’s
view of continuing challenge in attracting additional
wholesale customer(s) and (ii) requirement of significant
additional funding, which may not be available
Does not reflect proceeds from divestiture of excess
spectrum; indicative Dalmatian proposal implies
additional value of ~$1.40 per share.
See page 12-14
(1)
Based
on
closing
prices
prior
to
December
11,
2012
“leak.”
(2)
Price/MHz-pop
for
AT&T
acquisition
of
Nextwave
spectrum
includes
C/D
blocks
not
immediately
usable
due
to
requirement
for
“guard
bands.”
Excluding  guard
bands
yields
implied
price
of
$0.37/MHz-pop.
Trading
Comparables
We have considered and reviewed potential trading
comparables, but not included in our analysis due to
lack of meaningful comparability to Collie
Centerview’s valuation analysis includes a number of different valuation methodologies, each
with its own particular considerations
range (excluding high/low)
52-week range (based on closing prices)
(1)


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CONFIDENTIAL -
Pre-Leak Historical Trading Ranges
52-Week Closing Low -
7/25/12
52-Week Closing High -
10/15/12
Analyst Price Targets
(1)
Precedent Spectrum Acquisitions
(2)
$0.176 -
$0.255 / MHz-POP
Precedent Cash Transactions
~32% Premium to 1-Day Pre-Shepherd / St. Bernard ($1.30)
~32% Premium to 1-Day Prior to Preliminary Offer ($2.12)
~38% Premium to 12/10/12 Close ($2.40)
Precedent Minority Squeeze-Outs
~30% Premium to 1-Day Pre-Shepherd / St. Bernard ($1.30)
~30% Premium to 1-Day Prior to Preliminary Offer ($2.12)
~30% Premium to 12/10/12 Close ($2.40)
DCF -
Single-Customer Case
(3)
10.0% -
17.5% WACC
1.0% -
3.0% Perpetuity Growth Rate
DCF -
Multi-Customer Case
10.0% -
17.5% WACC
1.0% -
3.0% Perpetuity Growth Rate
$3.45
$1.70
$1.70
$1.90
$2.00
$0.90
$0.75
$3.10
$3.30
$4.35
$4.00
$2.69
$0.00
$1.00
$2.00
$3.00
$4.00
$5.00
Note:
Figures rounded to nearest $0.05, except historical trading ranges.
(1)
Excludes high and low price targets.
(2)
Based on transactions involving MSS, WCS and 2.5GHz spectrum bands. Price/MHz-pop for AT&T acquisition of Nextwave spectrum includes
C/D
blocks
not
immediately
usable
due
to
requirement
for
“guard
bands.”
Excluding  guard
bands
yields
implied
price
of
$0.37/MHz-pop.
(3)
Negative equity values expressed as $0.00. Does not reflect proceeds from divestiture of excess spectrum; indicative Dalmatian proposal
implies additional value of ~$1.40 per share.
$15.50
$0.00
$2.97
Valuation Summary
$2.80
$2.75


7
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CONFIDENTIAL -
50
100
150
200
250
300
350
400
450
500
$0.50
$1.00
$1.50
$2.00
$2.50
$3.00
$3.50
$4.00
$4.50
$5.00
Dec-11
Feb-12
Apr-12
Jun-12
Aug-12
Oct-12
Dec-12
Recent Share Price Performance and Trading Volume
Source:
FactSet, as of December 14, 2012.
Note:
Trading volume in millions of shares.
(1)
Based on closing prices prior to December 11, 2012 “leak.”
Shepherd Proposal: $2.97
Shepherd / St.
Bernard
(10/11/12)
Shepherd / Collie 
Leak
(12/11/12)
Shepherd 13D
Filed
(12/13/12)
Preliminary
Shepherd Offer
(11/21/12)
Shepherd / English 
Setter Transaction
(10/18/12)
(1)
Collie Price History
Spot Prices
Current
$3.37
52-Wk. High
(1)
2.69
1-Day Prior to "Leak"
2.40
1-Day Prior to Preliminary Proposal
2.12
1-Day Prior to Shepherd Acknowledgement of St. Bernard Discussions
1.30
52-Wk. Low
0.90
Trading Averages
(1)
4-Weeks
$2.27
3-Months
1.93
6-Months
1.63


8
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CONFIDENTIAL -
Source:
Wall Street research and FactSet. Excludes analysts for whom price target is not available.
Note:
Reflects price targets prior to December 11, 2012 “leak.”
(1)
Reflects standardized text, as per ThomsonOne.
(2)
Reflects near-term price target, as per analyst research.
Analyst Price Targets
Price
Report
Valuation
Analyst
Rating
(1)
Target
(2)
Date
Methodology
Zachary
Buy
$5.00
Oct-12
not provided
BofA Merrill Lynch
Buy
4.00
Oct-12
$0.15-$0.30 / MHz-pop
JPMorgan
Hold
4.00
Dec-12
$0.28 / MHz-pop
Wells Fargo
Buy
3.75
Jul-12
$0.17-$0.19 / MHz-pop
Davidson
Buy
3.00
Oct-12
not provided
Guggenheim
Buy
3.00
Oct-12
not provided
JANCO
Buy
2.75
Aug-12
not provided
Macquarie
Hold
2.75
Nov-12
DCF "Scenario Analysis"
RBC
Hold
2.50
Nov-12
$0.25 / MHz-pop
Jefferies
Hold
2.00
Oct-12
DCF / Spectrum-based
Evercore
Hold
1.75
Oct-12
Spectrum-based
UBS
Hold
1.75
Oct-12
DCF-based


9
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CONFIDENTIAL -
Precedent Spectrum Acquisitions
Source:
Company filings, FCC reports and Wall Street research.
Note:
Figures in millions, except $ / MHz-pop.
(1)
Reflects
total
transaction
size
at
headline
“target”
price
of
$20
/
share
(price
after
post-closing
adjustments
to
be
within
$17-$23
range).
(2)
Reflects Shepherd spectrum to be contributed, as of 4/30/08.  Merger agreement specifies a minimum of 27,540 MHz-pop at closing.
(3)
Transaction was primarily WCS but also included AWS spectrum.
(4)
Includes
C/D
blocks
not
immediately usable
due
to
requirement
for “guard bands.”
1,607
MHz-pop
excluding
C/D
blocks.
(5)
Final closing prices as per Q1’12 10-Q.
(6)
Divestiture included both 10 and 20 MHz blocks; assumes average of 15 MHz, as per Wall Street research.
(3)
(4)
(2)
(5)
(5)
(1)
(6)
Precedent spectrum valuations are influenced by a number of factors including: situational context (e.g., distressed sale), immediately
deployable
vs.
requiring
regulatory
approval,
strategic
value
to
acquiror,
portfolio
size,
geographic
coverage,
useable
spectrum
as
a
percentage of total portfolio, etc.
Date
Txn
Total
Acquiror
Target
$ / MHz-pop
Annc.
Value
MHz-pop
Comment
Collie
Shepherd
Spectrum
5/7/08
7,400
28,989
Reflects price for spectrum contributed by Shepherd for
stake in Collie
Dalmatian
Collie
NA
2,460
11,367
Preliminary Dalmatian proposal to Collie
Shepherd
English
Setter
10/18/12
9,897
47,000
Based on $2.97/share
Collie
BellSouth
2/15/07
300
1,700
Regulatory divestiture in connection with
AT&T/BellSouth
AT&T
NextWave
8/2/12
600
2,846
Price includes guard bands; ex. yields $0.37 / MHz-pop
Subject to FCC approval of AT&T / Sirius plan
Harbinger
(LightSquared
SkyTerra
9/23/09
1,849
7,500
Regulatory requirement for significant build-out
Dalmatian
DBSD
2/1/11
1,364
6,000
Transactions included satellites
Required $114mm payment to Shepherd
Dalmatian
Terrestar
6/14/11
1,382
6,600
FCC approval required prior to terrestrial use
Distressed sale
Verizon
SpectrumCo
12/2/11
3,600
5,180
Contiguous with holdings / able to immediately deploy
Part of larger agreement with Cable Companies
Verizon
Cox
12/16/11
315
560
Contiguous with holdings / able to immediately deploy
Complementary to SpectrumCo Acquisition
Various
Nextwave
Spectrum
7/17/08
150
593
$0.253
$0.563
$0.695
$0.209
$0.227
$0.247
$0.211
$0.176
$0.211
$0.216
$0.255


10
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CONFIDENTIAL -
Precedent Premiums Paid in Recent Cash Transactions
Source:
Thomson SDC.
(1)
Includes 108 cash-only transactions announced since January 1, 2009 with non-financial, non-real estate public U.S. targets.
25    Percentile
Median
Mean
75    Percentile
Shepherd Proposal
Selected Cash Transactions with Equity Values between $1.0-$5.0 billion
Pre-Leak
Prior to
St. Bernard-Shepherd
Announcement
Prior to
Preliminary
Proposal
20%
32%
38%
45%
24%
40%
128%
23%
35%
39%
44%
20%
38%
123%
26%
37%
46%
52%
34%
59%
84%
1-
Day 1-
Wk 4-
Wks
-
Day 1-
Wk 4-
Wks
1-
Day 1-
Wk 4-
Wks
1-
Day 1-Wk 4-
Wks
1-
Day 1-
Wk 4-
Wks
1-
Day 1-
Wk 4-
Wks
-Day 1-
Wk 4-
Wks
1
1
(1)
th
th


Preliminary Offer
Final Offer
Date
Ownership
Txn
Premium
Price
Annc.
Closed
Target
Acquiror
% Prior
% Acq.
% PF
Value
(1)
Price
Prem.
(2)
Price
1-Day
1-Week
4-Week
Increase
(3)
6/2/10
8/30/10
Gerdau
Ameristeel
Gerdau Steel N.
America
66.3%
33.7%
100.0%
$1.6
$11.00
53.4%
$11.00
53.4%
57.1%
56.9%
-
9/4/09
10/28/09
Odyssey Re
Holdings
Fairfax Financial
Holdings
72.6%
27.4%
100.0%
1.0
60.00
20.0%
65.00
30.0%
29.9%
39.9%
8.3%
8/12/08
11/5/08
UnionBanCal
Bank of Tokyo-
MUFJ
65.4%
34.6%
100.0%
3.7
63.00
9.1%
73.50
27.2%
29.5%
104.4%
16.7%
7/21/08
3/26/09
Genentech
Roche Holdings AG
55.7%
44.3%
100.0%
46.8
89.00
8.8%
95.00
16.1%
26.0%
28.1%
6.7%
3/10/08
1/2/09
Nationwide
Financial
Nationwide Mutual
Insurance
66.3%
33.7%
100.0%
2.5
47.20
26.7%
52.25
40.2%
31.0%
31.0%
10.7%
11/20/06
4/20/07
TD Banknorth
TD Bank Financial
Group
57.0%
43.0%
100.0%
3.2
32.33
7.3%
32.33
7.3%
9.1%
8.6%
-
2/6/06
5/16/06
Lafarge North
America
Lafarge S.A.
53.2%
46.8%
100.0%
2.9
75.00
17.4%
85.50
33.8%
34.4%
40.5%
14.0%
9/1/05
11/8/05
7-Eleven
Seven & I Holdings
72.7%
27.3%
100.0%
1.3
32.50
14.7%
37.50
32.3%
31.0%
14.1%
15.4%
8/2/04
12/8/04
Cox
Communications
Cox Enterprises
62.2%
37.8%
100.0%
8.5
32.00
16.0%
34.75
26.0%
24.6%
25.2%
8.6%
Min
7.3%
7.3%
9.1%
8.6%
-
Mean
19.3%
29.6%
30.3%
38.8%
8.9%
Median
16.0%
30.0%
29.9%
31.0%
8.6%
Max
53.4%
53.4%
57.1%
104.4%
16.7%
Mean
11.5%
Median
10.7%
Precedent Minority Squeeze-Out Transactions
Selected Cash Transactions Greater than $1.0 billion
Source:
Company filings, Thomson SDC, Bloomberg and Capital IQ.
Note:
Date
ranges
reflect
calendar
ranges
(e.g.,
4
weeks
days
reflects
28
calendar
days).
(1)
Reflects value of equity acquired. U.S. dollars in billions.
(2)
Premium to target’s stock price 1-day prior to preliminary announcement.
(3)
Initial to final.
All Transactions
Transactions with Price Increases
11
-
CONFIDENTIAL -


12
-
CONFIDENTIAL -
Management has provided Centerview with two sets of financial projections, differing primarily with
respect to the Company’s assumed wholesale customer base:
Single-Customer Case (“SCC”)
assumes Shepherd remains Collie’s only wholesale customer
Multi-Customer Case (“MCC”)
assumes substantial non-Shepherd LTE network traffic beginning in 2014
(~70% of total revenue by 2015)
Both cases assume ongoing LTE upgrades and retail strategy consistent with announced plans
We have also reviewed a “Modified SCC,”
prepared by Collie management, which reflects a slightly-faster
network buildout; results are immaterially different from SCC
In evaluating the feasibility and value of these plans, we note the following:
Despite a concerted effort over the past several years, Collie has yet to attract another meaningful
wholesale customer other than Shepherd
Given an estimated nine-month lead time to put traffic on-net, the MCC implies one or more very
significant new-customer win(s) in the immediate future
Both the SCC and the MCC contemplate substantial funding gaps (~$4bn and ~$2bn, respectively) to
reach free cash flow positive
Potential sources of funds include capital markets solutions and/or spectrum sales, but uncertainty
around the timing and amount of available funding impacts the feasibility of these plans
Management Plan Overview
Centerview Observations
Source:
Collie management.
(1)
Analysis does not reflect proceeds from divestiture of excess spectrum; indicative Dalmatian proposal implies additional value of
~$1.40 per share.
(1)


13
-
CONFIDENTIAL -
12 -'20
2011A
2012E
2013E
2014E
2015E
2016E
2017E
2018E
2019E
2020E
CAGR
SCC
Revenue
$1,253
$1,262
$1,191
$839
$1,211
$1,714
$2,101
$2,434
$2,749
$2,904
11.0%
Adjusted EBITDA
(1)
($305)
($168)
($267)
($717)
($387)
$106
$745
$1,287
$1,554
$1,640
NM
% Margin
-24.3%
-13.3%
-22.4%
-85.4%
-32.0%
6.2%
35.5%
52.9%
56.5%
56.5%
Capital Expenditures
(220)
(157)
(293)
(317)
(154)
(171)
(238)
(243)
(279)
(298)
8.4%
Interest Expense
(477)
(514)
(512)
(511)
(511)
(510)
(510)
(510)
(510)
(510)
-0.1%
Free Cash Flow
(1,368)
(624)
(1,065)
(1,545)
(1,267)
(641)
(57)
487
725
812
NM
Cash Balance / (Deficit)
$1,108
$828
($301)
($1,882)
($3,181)
($3,845)
($3,481)
($2,794)
($2,021)
MCC
Revenue
$1,253
$1,262
$1,207
$1,082
$2,351
$3,905
$5,098
$6,145
$7,141
$7,447
24.8%
Adjusted EBITDA
(1)
($305)
($168)
($280)
($482)
$748
$2,275
$3,696
$4,871
$5,763
$5,940
NM
% Margin
-24.3%
-13.3%
-23.2%
-44.5%
31.8%
58.3%
72.5%
79.3%
80.7%
79.8%
Capital Expenditures
(220)
(157)
(327)
(294)
(235)
(390)
(510)
(614)
(714)
(745)
21.5%
Interest Expense
(477)
(514)
(512)
(511)
(511)
(510)
(510)
(510)
(510)
(510)
-0.1%
Free Cash Flow
(1,368)
(624)
(1,113)
(1,269)
(389)
1,200
2,524
2,184
2,600
2,768
NM
Cash Balance / (Deficit)
$1,108
$828
($350)
($1,654)
($2,075)
($898)
$1,596
$3,743
$6,306
$9,036
($3,932)
Management Plan Overview
Source:
Financial projections per Collie management.
Note:
U.S. dollars in millions.
(1)
Adjusted EBITDA excludes non-cash charges per Collie management calculation.
Financial Summary
Indicates Maximum Funding Gap


14
-
CONFIDENTIAL -
Illustrative DCF Value
Plan requires ~$2.0 billion additional
funding to achieve forecast
Plan requires ~$4.0 billion additional
funding to achieve forecast
Source:
Financial projections per Collie management.
Note:
Includes present value of NOLs per management.
SCC –
Equity Value / Share
MCC –
Equity Value / Share
SCC –
Implied Terminal Value Multiple
MCC –
Implied Terminal Value Multiple
Perpetuity Growth Rate
e
($1.4)
1%
2%
3%
10.0%
($0.09)
$0.28
$0.76
15.0%
(1.81)
(1.70)
(1.58)
Perpetuity Growth Rate
e
$6.7
1%
2%
3%
10.0%
$12.20
$13.64
$15.50
15.0%
5.25
5.67
6.15
Perpetuity Growth Rate
4.5x
1%
2%
3%
10.0%
5.4x
6.1x
7.0x
12.5%
4.2
4.7
5.2
15.0%
3.5
3.8
4.1
17.5%
2.9
3.2
3.4
Perpetuity Growth Rate
4.8x
1%
2%
3%
10.0%
5.7x
6.5x
7.5x
12.5%
4.5
5.0
5.5
15.0%
3.7
4.0
4.4
17.5%
3.1
3.4
3.6
12.5%
(1.16)
(0.97)
(0.74)
17.5%
(2.23)
(2.16)
(2.09)
12.5%
7.92
8.65
9.54
17.5%
3.45
3.71
4.00


15
-
CONFIDENTIAL -
Source:
Bloomberg, Ibbotson and Advantage Data.
(1)
Based on yield-to-worst of currently outstanding traded notes.
Illustrative WACC Over Time
Max Debt Yields
Prior to St. B.
Pre-Leak
(10/11/11)
(10/10/12)
(12/10/12)
Cost of Equity
14.3%
14.5%
12.9%
Cost of Debt –
At Par
Wtd
Avg.
Cost
of
Debt
(Incl.
Leases)
At
Par
11.1%
11.1%
11.1%
(Less): Taxes @ 38%
(4.2%)
(4.2%)
(4.2%)
After-Tax Cost of Debt –
At Par
6.9%
6.9%
6.9%
WACC –
At Par
9.1%
9.2%
9.6%
Cost of Debt –
Based on Traded Notes Yield-to-Worst
Weighted Avg. Yield-to-Worst
27.4%
12.5%
9.2%
(Less): Taxes @ 38%
(10.4%)
(4.8%)
(3.5%)
After-Tax Cost of Debt –
At Yield-to-Worst
17.0%
7.8%
5.7%
WACC –
At Yield-to-Worst
16.2%
9.8%
8.9%
(1)
Illustrative WACC Analysis